The Management Board of Agora S.A., with its registered office in Warsaw ("Agora"), in reference to the regulatory filing no. 18/2025 dated September 8, 2025. hereby informs that on September 8, 2025 it received information on the conclusion by its subsidiary – AMS S.A., with its registered office in Warsaw ("Company", “Buyer”) – of a preliminary share purchase agreement concerning the acquisition of shares in Synergic sp. z o.o., with its registered office in Warsaw ("Preliminary Agreement").

The Preliminary Agreement provides that:

1. The Company will acquire shares representing 100% of the share capital of Synergic sp. z o.o., of which LARQ GROWTH FUND I FIZ (“Fund”) will sell to the Company shares representing approximately 87.98% of the share capital of Synergic sp. z o.o., and the remaining sellers will sell shares representing approximately 12.02% of the share capital of Synergic sp. z o.o.;
2. The final share purchase agreement ("Final Agreement") will be executed no later than November 28, 2025, subject to the fulfillment of a condition precedent specified in the Preliminary Agreement;
3. On the date of execution of the Final Agreement, the Buyer will pay (i) to the Fund, the amount of PLN 15,000,000 increased by the estimated net cash and net working capital (estimated at approx. PLN 3,930,000), which will be subject to further adjustments based on the net debt / net working capital as of the date of the Final Agreement, resulting in a final price that may be higher or lower; and (ii) to the remaining sellers, the amount of PLN 400,000;
4. Upon fulfillment of the conditions specified in the Preliminary Agreement, and not earlier than within 12 months from the execution of the Final Agreement, the Buyer will be obliged to pay the Fund an additional price of PLN 3,000,000;
5. Upon fulfillment of further conditions specified in the Preliminary Agreement, the Buyer will be obliged to pay the Fund further additional payments totaling PLN 5,300,000;
6. Upon fulfillment of the conditions specified in the Preliminary Agreement, a part of the additional price payable to the Fund, not exceeding PLN 3,500,000, may, after specified period of time, accrue interest at an annual rate of WIBOR12M plus a margin of 2.5%;
7. Upon fulfillment of the conditions specified in the Preliminary Agreement, and not earlier than within 24 months from the execution of the Final Agreement, the Buyer will be obliged to pay the minority sellers an additional price of PLN 2,955,000, subject to adjustments and payment conditions provided for in the Preliminary Agreement, as a result of which the final price may be higher or lower;
8. Upon fulfillment of the conditions specified in the Preliminary Agreement, and not earlier than within 48 months from the execution of the Final Agreement, the Buyer will be obliged to pay the minority sellers a further additional price of PLN 3,345,000, subject to adjustments and payment conditions provided for in the Preliminary Agreement, as a result of which the final price may be higher or lower.

Synergic sp. z o.o. is a company focused on advertising in the out-of-home (OOH) segment, offering comprehensive advertising solutions throughout Poland. Synergic sp. z o.o. specializes in campaigns utilizing dynamic digital out-of-home (DOOH) advertising, as well as traditional OOH media and advertising on and in public transport vehicles.

The Company will issue a separate regulatory filing regarding the execution of the Preliminary Agreement, including the fulfillment or non-fulfillment of the transaction conditions.

Legal basis: Art. 17 sec. 1 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (regulation on market abuse) and repealing Directive 2003/6 / EC of the European Parliament and of the Council and Commission Directive 2003/124 / EC, 2003/125 / EC and 2004/72 / EC - confidential information.